Revenue was $84.9 million, an increase of 10% over the prior year’s first quarter.

Adjusted net revenue1, which excludes acquisition revenue adjustments and interchange and network fees, was $29.6 million, an increase of 18% over the prior year’s first quarter.

Net income was $2.4 million.

Adjusted EBITDA1 was $8.6 million, an increase of 25% over the prior year’s first quarter.

Adjusted EBITDA1 as a percentage of adjusted net revenue1 was 29%, compared to 27% in the prior year’s first quarter.

Diluted net income per share available to Class A common stock was $0.02.

Pro forma adjusted diluted earnings per share1, which gives pro forma effect to the Company’s going forward effective tax rate following its Up-C reorganization in connection with its initial public offering (“IPO”), was $0.20.

Integrated payments2 were 46% of payment volume for the three months ended December 31, 2018.

At December 31, 2018, the ratio of consolidated debt-to-EBITDA, as defined in the Company’s Senior Secured Credit Facility, was 1.71x.

Represents a non-GAAP financial measure. For additional information (including reconciliation information), see the attached schedules to this release.

Integrated payments represents payment transactions that are generated in situations where payment technology is embedded within the Company’s own proprietary software, a client’s software or critical business process.

Greg Daily, Chairman and CEO of i3 Verticals, commented, “We are pleased with our first quarter performance. We continue to deliver a healthy mix of revenues from acquisitions and organic growth, following the plan we laid out at the time of our IPO. Rick Stanford, our President, remains focused on expanding our revenue base through acquisitions, and our pipeline is very active. We currently have three signed term sheets, two within the Public Sector vertical and another technology acquisition that will fold into the Public Sector. We are optimistic about additional opportunities for complementary acquisitions in that market.

“During the quarter, we also focused on integrating the three acquisitions we previously announced. We are excited about the products and services those acquisitions bring to our current and future customers. Our proprietary technology offerings are expanding, and we are encouraged about the opportunities to integrate our payment solutions into these products,” concluded Daily.

2019 OutlookThe Company announced that it is maintaining its previously issued guidance as follows:

(in thousands, except per share amounts)

Outlook Range

Fiscal year ending September 30, 2019

Adjusted net revenue(1) (non-GAAP)

$

122,000

–

$

128,000

Adjusted EBITDA (non-GAAP)

$

35,000

–

$

36,000

Adjusted diluted earnings per share(2) (non-GAAP)

$

0.84

–

$

0.87

_______________________

Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. For the 2019 outlook, the Company has removed the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the earnings release date.

Assumes an effective pro forma tax rate of 25.0% (non-GAAP).

With respect to the “2019 Outlook” above, reconciliation of adjusted net revenue, adjusted EBITDA and adjusted diluted earnings per share guidance to the closest corresponding GAAP measure on a forward-looking basis is not available without unreasonable efforts. This inability results from the inherent difficulty in forecasting generally and quantifying certain projected amounts that are necessary for such reconciliations. In particular, sufficient information is not available to calculate certain adjustments required for such reconciliations, including changes in the fair value of contingent consideration, income tax expense of i3 Verticals, Inc. and equity-based compensation expense. The Company expects these adjustments may have a potentially significant impact on future GAAP financial results.

Conference CallThe Company will host a conference call on Thursday, February 14, 2019, at 8:00 a.m. ET, to discuss financial results and operations. To listen to the call live via telephone, participants should dial (323) 794‑2588 approximately 10 minutes prior to the start of the call. A telephonic replay will be available from 11:00 a.m. ET on February 14, 2019, through February 21, 2019, by dialing (719) 457‑0820 and entering Confirmation Code 3699962.

To listen to the call live via webcast, participants should visit the “Investors” section of the Company’s website, www.i3verticals.com, and go to the “Events & Presentations” page approximately 10 minutes prior to the start of the call. The online replay will be available on this page of the Company’s website beginning shortly after the conclusion of the call and will remain available for 30 days.

Non-GAAP MeasuresThis press release contains information prepared in conformity with GAAP as well as non-GAAP information. It is management’s intent to provide non-GAAP financial information to enhance understanding of the Company’s consolidated financial information as prepared in accordance with GAAP. This non-GAAP information should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure and the most directly comparable GAAP financial measure are presented so as not to imply that more emphasis should be placed on the non-GAAP measure. The non-GAAP financial information presented may be determined or calculated differently by other companies.

Additional information about non-GAAP financial measures, including, but not limited to, adjusted net revenue, pro forma adjusted net income, adjusted EBITDA and pro forma adjusted diluted EPS, and a reconciliation of those measures to the most directly comparable GAAP measures is included on pages 8 through 10 in the financial schedules of this release.

About i3 VerticalsHelping drive the convergence of software and payments, i3 Verticals delivers seamlessly integrated payment and software solutions to small- and medium-sized businesses and other organizations in strategic vertical markets, such as education, non-profit, the public sector, property management, and healthcare and to the business-to-business payments market. With a broad suite of payment and software solutions that address the specific needs of its clients in each strategic vertical market, i3 Verticals processed approximately $11.7 billion in total payment volume for the 12 months ended December 31, 2018.

Forward-Looking StatementsThis release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this release are forward-looking statements, including any statements regarding guidance and statements of a general economic or industry specific nature. Forward-looking statements give the Company’s current expectations and projections relating to its financial condition, results of operations, guidance, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “could have,” “exceed,” “significantly,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

The forward-looking statements contained in this release are based on assumptions that we have made in light of the Company’s industry experience and its perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you review and consider information presented herein, you should understand that these statements are not guarantees of future performance or results. They depend upon future events and are subject to risks, uncertainties (many of which are beyond the Company’s control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company’s actual future performance or results and cause them to differ materially from those anticipated in the forward-looking statements. Certain of these factors and other risks are discussed in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and include, but are not limited to: (i) the ability to generate revenues sufficient to maintain profitability and positive cash flow; (ii) competition in the Company’s industry and the ability to compete effectively; (iii) the dependence on non-exclusive distribution partners to market the Company’s products and services; (iv) the ability to keep pace with rapid developments and changes in the Company’s industry and provide new products and services; (v) liability and reputation damage from unauthorized disclosure, destruction or modification of data or disruption of the Company’s services; (vi) technical, operational and regulatory risks related to the Company’s information technology systems and third-party providers’ systems; (vii) reliance on third parties for significant services; (viii) exposure to economic conditions and political risks affecting consumer and commercial spending, including the use of credit cards; (ix) the ability to increase the Company’s existing vertical markets, expand into new vertical markets and execute the Company’s growth strategy; (x) the ability to successfully complete acquisitions and effectively integrate those acquisitions into the Company’s services; (xi) degradation of the quality of the Company’s products, services and support; (xii) the ability to retain clients, many of which are small- and medium-sized businesses, which can be difficult and costly to retain; (xiii) the Company’s ability to successfully manage its intellectual property; (xiv) the ability to attract, recruit, retain and develop key personnel and qualified employees; (xv) risks related to laws, regulations and industry standards; (xvi) the Company’s indebtedness and potential increases in its indebtedness; (xvii) operating and financial restrictions imposed by the Company’s senior secured credit facility; and (xviii) the risk factors included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2018. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, the Company’s actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement made by us in this release speaks only as of the date of this release. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Payment volume is the net dollar value of both 1) Visa, Mastercard and other payment network transactions processed by the Company’s clients and settled to clients by us and 2) ACH transactions processed by the Company’s clients and settled to clients by the Company.

The Company believes that non-GAAP financial measures are important to enable investors to understand and evaluate its ongoing operating results. Accordingly, i3 Verticals includes non-GAAP financial measures when reporting its financial results to shareholders and potential investors in order to provide them with an additional tool to evaluate the Company’s ongoing business operations. i3 Verticals believes that the non-GAAP financial measures are representative of comparative financial performance that reflects the economic substance of i3 Verticals’ current and ongoing business operations.

Although non-GAAP financial measures are often used to measure the Company’s operating results and assess its financial performance, they are not necessarily comparable to similarly titled measures of other companies due to potential inconsistencies in the method of calculation. i3 Verticals believes that its provision of non-GAAP financial measures provides investors with important key financial performance indicators that are utilized by management to assess the Company’s operating results, evaluate the business and make operational decisions on a prospective, going-forward basis. Hence, management provides disclosure of non-GAAP financial measures to give shareholders and potential investors an opportunity to see i3 Verticals as viewed by management, to assess i3 Verticals with some of the same tools that management utilizes internally and to be able to compare such information with prior periods. i3 Verticals believes that inclusion of non-GAAP financial measures provides investors with additional information to help them better understand its financial statements just as management utilizes these non-GAAP financial measures to better understand the business, manage budgets and allocate resources.

Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition.

Non-cash change in warrant liability reflects the fair value change in certain warrants for the Company’s common units associated with the Company’s mezzanine notes in the aggregate principal amount of $10.5 million. These warrants are accounted for as liabilities on the Company’s consolidated balance sheets and were repaid with proceeds from its IPO.

Equity-based compensation expense consisted of $951 related to stock options issued under the Company’s 2018 Equity Incentive Plan during the three months ended December 31, 2018.

Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments remove the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of this earnings release.

Acquisition-related expenses are the professional service and related costs directly related to the Company’s acquisitions and are not part of its core performance.

Other taxes consist of franchise taxes, commercial activity taxes and other non-income based taxes. Taxes related to salaries or employment are not included.

Pro forma corporate income tax expense is based on Non-GAAP adjusted income before taxes and is calculated using a tax rate of 25.0% for both 2018 and 2017, based on blended federal and state tax rates, considering the Tax Reform Act for 2018.

Pro forma adjusted net income assumes that the effect of the Reorganization Transactions and the Company’s IPO occurred prior to the year ended September 30, 2018, and that all net income during that period was available to the Class A common shareholders. Further, pro forma adjusted diluted earnings per share assumes that all Common Units in i3 Verticals, LLC and the associated non-voting Class B common stock were exchanged for Class A common stock at the beginning of the period on a one for one basis.

Cash interest expense, net represents all interest expense recorded on the Company’s statement of operations other than non-cash interest expense, which represents amortization of deferred financing costs.

Depreciation and internally developed software amortization reflects depreciation on the Company’s property, plant and equipment, net, and amortization expense on its internally developed capitalized software.

Pro forma weighted average shares of adjusted diluted Class A common stock outstanding(2)

27,116,974

__________

Pro forma adjusted diluted earnings per share is calculated using pro forma adjusted net income and the pro forma weighted average shares of adjusted diluted Class A common stock outstanding.

Pro forma weighted average shares of adjusted diluted Class A common stock outstanding include 17,213,806 outstanding shares of Class A common stock issuable upon the exchange of Common Units in i3 Verticals, LLC and 1,090,538 shares of unvested Class A common stock and options for the three months ended December 31, 2018.

Under GAAP, companies must adjust, as necessary, beginning balances of acquired deferred revenue to fair value as part of acquisition accounting as defined by GAAP. Acquisition revenue adjustments remove the effect of these adjustments to acquisition date fair value from acquisitions that have closed as of the date of this earnings release.